At its meeting held on November 6, 2007, the Board of Directors of TOTAL S.A. decided to carry out a capital increase programme reserved for employees of the Group, with a subscription price of 44.40 euros per share.
This price is the average of the opening market price on the Paris Stock Exchange for the 20 trading days preceding the Board’s meeting, minus a 20% discount.

The subscription period will be open from March 10, 2008 up to and including March 28, 2008.

This capital increase will be reserved for employees of TOTAL S.A. and its french and foreign affiliates in which Total directly or indirectly holds at least 50% of the capital, provided that such affiliates participate in the Group Shareholding Savings Plan.

The reserved capital increase will be simultaneously launched in the countries where the Group is present, local tax and legal requirements permitting.

• To be eligible to subscribe, employees must have been employed by the Group for at least three month’s at the end of the subscription period.
  
  
• Subscriptions may be made for amounts of at least 50 euros (converted into local currency for subscribers outside the euro zone). Due to local regulations, in some countries subscriptions must be made for a whole number of shares.
  
  
• The amount of an employee’s subscription may not exceed one-fourth of his or her 2008 gross annual compensation.
  
  
• The shares issued under this program will bear dividend rights from January 1, 2007. As a result, they will have rights to the interim dividend of 1€, which will be paid at the date of creation of the shares, as well as to the balance of the dividend for fiscal 2007 to be paid in May 2008.
  
  
• With certain limited exceptions for early withdrawal, the shares will be available for withdrawal five years after the end of the subscription period (March 28, 2013).
  
  
• Depending on countries, payment for the shares subscribed may be made either:
  - in full, by check attached to the subscription form,
  - by instalments withheld from the employees pay over a two-year period, with an interest free advance from the employer,
  - or by a combination of these two methods.
  
  
• Specific local legal provisions and tax rules may require adjustments to the programme for implementation outside of France.  In such cases, the Group will attempt to remain as close as possible to the terms applicable in France.
  

	What is the current  percentage of employee shareholding of TOTAL S.A.? Taking into account the several reserved capital increases previously carried out as well as Total shares purchased on the market for employees participating in the Group’s Savings Plans,  as of September 30, 2007 employees of the Group owned  3.54% of Total’s shares.

 Consult the additional documents